TaxTMI 
TaxTMI 
2026 (2) TMI 441
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....wati Dalmia, Mr. Orijit Chatterjee, Mr. Indranil Ghosh, Mr. Palzer Moktan, Mr. Shubham Raj, Mr. Ayush Pratap Singh, Advocates for R7 Mr. Hansraj Jaria, Mr. Shannab Mitra & Mr. Mohit Sharma, Advocates. JUDGMENT ASHOK BHUSHAN, J. This Appeal by the Appellants, who were erstwhile shareholders of the Corporate Debtor ("CD") has been filed challenging the order dated 07.01.2026 passed by National Company Law Tribunal, Division Bench, Court No. 1, Kolkata in I.A (IB) No.1583/KB/2024. I.A (IB) No. 1583/KB/2024 was filed by the Appellant under Section 65 of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as the "IBC") for dismissing the Company Petition filed and further praying to recall the admission order dated 15.1....
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....ettlement Agreement entered between the parties, the Company Petition was dismissed as withdrawn on 25.04.2022. (iv) Cheques issued by the CD were dishonoured in July 2022. In September 2022, the FC filed CP(IB)No.309/KB/2022. The Adjudicating Authority heard the parties and vide order dated 15.12.2023 admitted Section 7 application finding the debt and default committed by the CD. The Adjudicating Authority noted that by Settlement Agreement dated 13.04.2022, the CD undertook to make payment of Rs. 2,49,99,330/- and debt and default having been proved, the Adjudicating Authority admitted Section 7 application for dues of Rs. 4,70,37,016/-. (v) The application under Section 65 being I.A (IB) No. 1583/KB/2024 was filed by t....
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....rtner with Appellant No.2. A Settlement Agreement was entered on 19.08.2021 between the Appellant and FC, where the Appellant decided to transfer all shares in favour of Respondent No.4 or their nominees. Section 7 application has been filed to defeat the Settlement Agreement dated 19.08.2021. It is submitted that Appellants were not aware of the order admitting Section 7 application as they have already exited from the CD. It is submitted that sufficient materials were placed before the Adjudicating Authority to prove that initiation was both collusive and malafide and the Adjudicating Authority committed error in rejecting the application. 5. Learned Senior Counsel appearing for the FC refuting the submissions of the Appellants submits....
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....rizing Mr. Shaw to file the reply. The Board Resolution and the Power of Attorney both were signed by Appellant No.2. Had Mr. Atish Kumar Shaw, who had given the loan recall notice on behalf of the FC was not a competent person, Board Resolution ought not to have been passed in favour of Mr. Atish Kumar Shaw. It is submitted that Mr. Atish Kumar Shaw was practicing Chartered Accountant and was professionally associated with the FC and the CD. It is submitted that Adjudicating Authority has considered all facts of the case in detail and has rightly rejected the application filed by the Appellants. 6. We have considered the submissions of learned Counsel for the parties and have perused the records. 7. On default being committed by the ....
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....tion filed under section 7 of Insolvency and Bankruptcy Code, 2016, immediately on the signing of this Settlement Agreement." 8. In Paragraph-1 of the Settlement Agreement, the settlement amount and the manner of payment was mentioned. Paragraph-1 of the Settlement Agreement is as follows: "1. SETTLEMENT AMOUNT The parties have agreed to settle the pending dispute. The party of the second part has agreed to pay an amount of Rs. 2,49,99,330/- (Rupees Two Crore Forty Nine Lakhs Ninety-Nine Thousand Three Hundred and Thirty only), to the First Party which will be paid in the following manner: Sl. No. Particulars Amount 1. At the time of signing the Settlement Agreement Rs.15,00,000/- 2. Balance Sett....
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....that initiation of Section 7 application was malicious and fraudulent. The default was committed by the CD at the time when Appellants were in the management of the CD. 11. The submission which has been much pressed by learned Counsel for the Appellant is that recall notice dated 10.09.2020 on behalf of the FC was signed by one Mr. Atish Kumar Shaw, who affirmed and verified the reply affidavit filed by the CD. It is the case of the Appellant itself that Board Resolution was passed on 05.10.2021 by the CD, where Mr. Atish Kumar Shaw was authorized to sign, verify and represent the CD before the NCLT and NCLAT. The copy of the Board Resolution, which is at Page-579 of the Appeal paperbook, shows that the said Board Resolution was also sig....